1. 10,297 balloons lift Carl’s house airborne.

Pixar calculated that in reality it would have taken close to 26.5 million to actually lift his house. The animation team also consulted with architects to learn about home foundations to make the lift-off more believable.

2. All the characters in the movie are based on circles and rectangles (except villains, who compose of triangles).

In addition to the characters, objects surrounding them (balloons, picture frames, chairs, pins, cone of shame, etc.) are circles and rectangles as well.

3. Carl’s name is only actually said twice in the film.

He is referred to by Mr. Fredricksen or Fredricksen the rest of the movie.

4. Carl’s face is based on Spencer Tracy.

And his grumpy attitude was based on Walter Matthau.

5. The tree Carl and Ellie picnic under appears in A Bug’s Life.

It is also featured in Toy Story 2!

6. The courtroom Carl reports to is A113 (or a1-13), refers to a classroom at CalArts where many Pixar animators attended school.

The number appears in all Pixar films except Monsters Inc., and several other Disney productions.

7. John Ratzenberger voices Construction Foreman Tom.

Ratzenberger has voiced a character in every Pixar film, including Hamm (Toy Story trilogy), John the human (Wall-E), P.T. Flea (A Bug’s Life) and the Yeti/Abominable Snowman (Monsters Inc.).

8. The Pizza Planet truck appears in Up three times.

The first is when Carl’s house takes off. It is seen again when Carl lowers Russell out the window and in the last scene in the parking lot of the ice cream parlor.

Over 400 kids auditioned for the part, but Jordan stood out to he casting team because he was so “innocent and cute” and would not stop talking throughout his brother’s audition.

10. Russell’s Wilderness Explorer sash dons several tribute pins.

One badge has a burger with a candle in it, referencing director Pete Docter’s favorite bakery, Merritt Baker, in Oakland. Another pin shows a perforated paper, typically used by 2D animators to line up drawings correctly. Lastly, there is a multicolored pinwheel reminiscent of Apple computers’ “hang” icon.

11. The grape soda pin Carl dons is the same brand featured in the Buzz Lightyear commercial in Toy Story.

12. Animators based Paradise Falls off of the tepui mountains and Angel Falls in Venezuela.

Angel Falls is the highest waterfall in the world standing at 3,212 ft. However, Paradise Falls in Up stands at 9,700 ft. Pixar sent a team Venezuela to hike the table top mountains and observe the wildlife to inspire and educate the animators.

14. Pixar employees studied live ostriches in their studios and visited the Sacramento Zoo to sketch Himalayan Monal Pheasants.

15. Dug’s ‘point’ pose identically mimics Mickey’s dog Pluto’s point.

Both pooches also resemble each other’s coloring as well.

16. Dug’s line “I have just met you, and I love you,” was inspired by a child Bob Petersen taught at as a camp counselor in the 80s.

17. Charles Muntz is based on Charles Mintz.

Mintz was an executive at Universal who stole Walt Disney’s rights to the character “Oswald the Lucky Rabbit.” Losing Oswald caused Disney to create Mickey Mouse.

18. Gazerbeam’s skull from The Incredibles rests in The Spirit of Adventure.

The plates, silverware and scallop dish served on The Spirit of Adventure came from Ratatouille.

19. In the scene where Russell attempts to break into the Spirt of Adventure, he floats by a window where the dogs are playing poker.

This is reference to C.M. Coolidge’s famous painting series of “Dogs Playing Poker.”

20. During the “dog-attack” scene, the dogs communicate similarly to the Rebels attacking the Death Star in Star Wars.

Instead of “Red Leader, standing by” they say “Gray leader, checking in,” referencing dogs’ colorblindness. Another gag reference to Star Wars occurs when the dogs chase Kevin and fall into the river, one can hear the Wilhelm scream. Also, in credits for editing, Carl and Russell approach a theater screening Star Wars.

21. Evidence suggests Carl and Russell live in Oakland, CA.

Several Oakland landmarks, including the Fox Oakland Theatre and Fenton’s Creamery are replicated in the movie. Also, one of Russell’s badges replicates a birthday cake sold at Merritt Bakery in Oakland.

22. Many of the pictures in the credits relate directly to the position credited.

Examples: – Directed by: Russell directing Carl across the street. – Music by: Carl, Russell and Dug jamming in the house. – Story Supervisor: Carl telling a story at the campfire. – Supervising Tech. Director: Russell teaching Carl to use a computer.

23. Up was the first Pixar movie and second Disney movie to be nominated for both Best Picture and Best Animated Feature.

The Beauty and the Beast was the first. It was also the 3rd animated film to win a Grammy, Golden Globe and Academy Award for “Best Original Score.”

24. A full-scale replica of Carl’s house was built in Herriman, Utah.

Bangerter Homes took care to re-create rooms down to wallpaper and light switches, including the mailbox and chairs featured in he film. It is 2,800 square feet and was listed around $399,900.

BONUS: In the Simpsons, the Itchy and Scratchy short “P.U.” is a parody of Up.